There are two Michael Chamberses in "The Underneath," the vividly stylized but unfulfilled Steven Soderbergh film set in Austin, Texas.

Both are played by Peter Gallagher, the two-timing husband in Soderbergh's precocious first feature, "sex, lies and videotape." As Chambers in the past (bearded) and now (clean- shaven), Gallagher plays a man undone by his appetite for gambling and doomed by his hunger for a woman. The film is about the psychological tissue of a man who tries, with dire consequences, to make himself into something new.

Charged with the kinetic visual energy of the director's "King of the Hill" and composed with the fluid, understated aplomb of "sex, lies," "The Underneath" follows Gallagher home to Austin for the marriage of his mother (Anjanette Comer) to her second husband (Paul Dooley). As Michael drifts back into a relationship with his ex-wife (the tense and self- contained Alison Elliott as Rachel) and decides to find a job and stay in Austin, flashbacks disclose the life he left behind.

When he was married to Rachel, Michael was an obsessive, single-minded gambler. While the dialogue in Sam Lowry's first screenplay, adapted from Daniel Fuchs' 1949 film noir script for "Criss Cross," has a way of stating the obvious ("God, I love betting"), Michael's compulsion is effectively conveyed in the tics of his behavior.

OBSESSED WITH GAMBLING

Distracted by his increasingly risky bets on football games, he gazes right through Rachel, an aspiring actress, when she rehearses a lottery commercial or tells him about an audition.

Alone in front of his giant- screen TV, watching a game on which he's bet heavily turn against him, Michael is agonizingly focused and alive. His eyes gleam as he mutters hopeful little mantras at the screen.

In his reformed state, Gallagher plays Michael as someone stripped clean and hollowed out. He slips into his new life with a diffident detachment, attending his mother's wedding, taking a job with an armored- car firm, dealing with his jealous policeman brother (Adam Trese in an overwrought performance) with a glazed, noncommittal stare.

owner (William Fichtner as Tommy Dundee), seems to make Michael loosen up and breathe. When the psychotically jealous Tommy catches the two of them together, Michael deflects Tommy's rage by spontaneously suggesting that the two collaborate on a scheme to rob an armored car. "The Underneath" is poised to takes its plunge into a double-crossing darkness.

OMINOUS COLORS

Soderbergh drenches the screen in washes of ominous, sickly color: the green glare of a windshield, the smoky light of the nightclub, the bluish tint of a TV screen in a darkened room.

He frames the crime in a deadpan police-blotter style, posting times like a police report at the bottom of the screen. In one extended sequence, the visitors to a hospital room are filtered through the slowly refocusing vision of a woozy patient.

Skillful as many of its elements are, however, "The Underneath" doesn't have the taut storytelling and intriguing characters to make this film noir make-over truly compelling.

The suspense tends to ebb and flow rather than tighten inexorably as the characters play out their desperate end game. The story delivers plenty of twists, right up to the final scene, but they don't seem to build on one another.

Several presumably telling scenes, such as the one in which Rachel reveals her bruises to Michael, are curiously flat. An attempt at dry humor, with armored-car employees discussing infidelity over a jigsaw puzzle, also fizzles. The Texas lottery crops up arbitrarily in several spots, as if to keep the story's gambling backdrop in view.

Soderbergh is a fascinating director, who's consciously changed subjects and styles in his films. "The Underneath" has plenty to recommend it, including Gallagher's distinctive, double-sided performance. But the film may turn out to have been more of a stylistic adventure for the director than for an audience.